The Company will procure that the proposed articles of amalgamation for the amalgamated Canadian company (pursuant to the Canadian Re-organisation) together with all supporting documents, are filed at Industry Canada, Corporations Directorate in Ottawa, Ontario, Canada, within seven days of the Closinx Xxxx.
Permitted Reorganisation means a solvent reconstruction, amalgamation, reorganisation, merger or consolidation whereby all or substantially all the business, undertaking or assets of the Issuer are transferred to a successor entity which assumes all the obligations of the Issuer under the Capital Securities.
Reorganisation means (without limitation) any transaction, deemed transaction, step, procedure or agreement, including (but without limitation) the transfer, distribution, contribution or settlement of assets and/or liabilities.
Capital Reorganization has the meaning ascribed thereto in subsection 2.12(4);
Corporate Reorganization means any change in the legal existence of any Subject Entity (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.
CCAA means the Companies’ Creditors Arrangement Act (Canada).
Demerger means a demerger pursuant to Chapter 17 of the Finnish Companies Act (624/2006 as amended from time to time).
Canadian Guarantor means each Guarantor that is incorporated or otherwise organized under the laws of Canada or any province or territory thereof.
Canadian Subsidiary means any Subsidiary that is organized under the laws of Canada or any province or territory thereof.
Organisation means a legal body which exists separately and distinctly from its members and includes companies, building societies, community benefit societies, local authorities and so on and also for the purposes of these Rules includes unincorporated organisations such as social clubs, branches of political parties or trade unions and other voluntary bodies.
Foreign Guarantor means Parent and each Guarantor that is a Foreign Subsidiary.
Permitted Reorganization means re-organizations and other activities related to tax planning and re-organization, so long as, after giving effect thereto, the security interest of the Lenders in the Collateral, taken as a whole, is not materially impaired.
Amalgamation means the amalgamation of the Amalgamating Corporations as contemplated in this Agreement;
foreign main proceeding means a foreign proceeding taking place in the State where the debtor has the centre of its main interests;
Plan of Reorganization means any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed in or in connection with any Insolvency or Liquidation Proceeding.
Scheme of Arrangement means a scheme of arrangement, share for share exchange or analogous procedure.
international organisation means an organisation and its subordinate bodies governed by public international law, or any other body which is set up by, or on the basis of, an agreement between two or more countries.
Newco Scheme means a scheme of arrangement or analogous proceeding (“Scheme of Arrangement”) which effects the interposition of a limited liability company (“Newco”) between the Shareholders of the Issuer immediately prior to the Scheme of Arrangement (the “Existing Shareholders”) and the Issuer; provided that (i) only ordinary shares or units or equivalent of Newco or depositary or other receipts or certificates representing ordinary shares or units or equivalent of Newco are issued to Existing Shareholders; (ii) immediately after completion of the Scheme of Arrangement the only holders of ordinary shares, units or equivalent of Newco or, as the case may be, the only holders of depositary or other receipts or certificates representing ordinary shares or units or equivalent of Newco, are Existing Shareholders holding in the same proportions as immediately prior to completion of the Scheme of Arrangement; (iii) immediately after completion of the Scheme of Arrangement, Newco is (or one or more wholly-owned Subsidiaries of Newco are) the only shareholder of the Issuer; (iv) all Subsidiaries of the Issuer immediately prior to the Scheme of Arrangement (other than Newco, if Newco is then a Subsidiary of the Issuer) are Subsidiaries of the Issuer (or of Newco) immediately after completion of the Scheme of Arrangement; and (v) immediately after completion of the Scheme of Arrangement the Issuer (or Newco) holds, directly or indirectly, the same percentage of the ordinary share capital and equity share capital of those Subsidiaries as was held by the Issuer immediately prior to the Scheme of Arrangement;
Common Share Reorganization has the meaning set forth in Section 4.1;
UK means the United Kingdom of Great Britain and Northern Ireland.
Foreign-going vessel means any vessel other than coastal vessel.
Foreign flag vessel means any vessel that is not a U.S.-flag vessel.
UK Treaty Lender means a Lender which:
Pre-Acquisition Reorganization has the meaning set out in Section 6.8;
Canadian Subsidiary Guarantor each Canadian Subsidiary of any Canadian Borrower which executes and delivers the Canadian Guarantee and Collateral Agreement, in each case, unless and until such time as the respective Canadian Subsidiary Guarantor ceases to constitute a Canadian Subsidiary of the Parent Borrower or is released from all of its obligations under the Canadian Guarantee and Collateral Agreement in accordance with the terms and provisions thereof.
Australian Subsidiary means any Subsidiary that is organized under the laws of Australia or any territory thereof.
Reconstruction means the replacement of components of an existing facility to such an extent that: